important notice · 2020. 12. 11. · konecranes shareholders will receive new shares as merger...

December 11, 2020 © 2020 Konecranes. All rights reserved.

In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this presentation and anyrecording thereof may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and otherregulations). In particular, neither the merger consideration shares nor any other securities referenced in this presentation and any recording thereof have beenregistered or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of theUnited States and as such neither the merger consideration shares nor any other security referenced in this presentation and any recording thereof may beoffered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act.

Neither this presentation nor any recording thereof are an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer,solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. Neither this presentation nor anyrecording thereof may be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where thedistribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure tocomply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws.

Important Notice

Presentation to shareholders

December 11, 2020

Christoph Vitzthum, Chairman

Rob Smith, President and CEO

Teo Ottola, CFO


Agenda

1. Merger in brief

Christoph VitzthumChairman

2. Strategic and business rationale

Rob SmithPresident & CEO

Teo OttolaCFO

3


Konecranes and Cargotec to merge

4


Creating a global leader in sustainable material flow

Unlocking value together

Being the lifecycle partner for our customers

Solving the sustainability challenge through innovation

Positioning us well to grow in material flow

Creating and combining a team of top global talent

1.

3.

4.

2.

5.

5


Structure of the contemplated merger

Konecranes to merge into Cargotec through a statutory absorption mergerThe Future Company will be named later, Cargotec parent company will be the surviving entity

Cargotec’s shares will be split 3 for 1 prior to completionCargotec class A shares will increase from 9,526,089 to 28,578,267Cargotec class B shares will increase from 55,182,079 to 165,546,237 (of which 674,520 in treasury)

Konecranes shareholders will receive new shares as merger considerationfor each Konecranes share 0.3611 new Cargotec class A shares (28,575,453 new shares)for each Konecranes share 2.0834 new Cargotec class B shares (164,868,731 new shares)

50/50 ownership of both shares and votesKonecranes and Cargotec shareholders to both own approximately 50% of the shares and votesAll Cargotec class A shares will be listed on the Nasdaq Helsinki in connection with the mergerCargotec class A shares can be converted into Cargotec class B shares at a 1 for 1 ratio upon written request

Konecranes shareholders to receive an extra distribution of funds of EUR ~158 millionKonecranes will propose to a general meeting to be held before the completion of the merger to distribute an extra distribution of funds in the total amount of EUR ~158 million, or EUR 2.00 per share, to Konecranes' shareholders before the combination is completed

6


Konecranes and Cargotec shareholders would both own approximately 50% of the Future Company

7

~50%Konecranes shareholders

~50%Cargotec

shareholders

Shareholder Shares, % Votes, %

1. Wipunen varainhallinta oy 7.1% 11.9%

2. Mariatorp Oy 6.2% 11.5%

3. Pivosto Oy 5.4% 11.1%

4. HC Holding Oy Ab 5.0% 5.0%

5. Solidium Oy 4.3% 4.3%

6. Ilmarinen Mutual Pension Insurance Company 2.6% 1.9%

7. Varma Mutual Pension Insurance Company 1.7% 1.4%

8. KONE Foundation 1.5% 2.8%

9. Elo Mutual Pension Insurance Company 1.3% 0.9%

10. The State Pension Fund 1.0% 0.6%

Top 10 total 36.0% 51.4%

Other shareholders 64.0% 48.6%

Total number of shares outstanding 100.0% 100.0%

Largest shareholders post transaction (as at November 30, 2020)(1)Future Company ownership structure

%of sharesand votes

Note (1): The table above illustrates the ten (10) largest shareholders of the Future Company (as per November 30, 2020), assuming all current Konecranes and Cargotec shareholders are shareholders with unchanged holding also at the completion of the combination. Total number of shares outstanding excluding treasury shares and after the 3 for 1 B share split and a 3 for 1 A share split in Cargotec


Governance for the Future Company

01

The President and CEO will be appointed and announced at a later stage. The Boards of Directors of Cargotec and Konecranes will jointly make the decision on the appointment of the President and CEO before the completion of the merger.

02

03

04

07

It is proposed that the Board of Directors of the Future Company will include an equal number of Board members from both companies.

Composition of the Board to be as follows:

• Cargotec: Ilkka Herlin, Tapio Hakakari, Kaisa Olkkonenand Teuvo Salminen.

• Konecranes: Christoph Vitzthum, Janina Kugel, Ulf Liljedahl and Niko Mokkila.

It is proposed that Christoph Vitzthum will become the Chairman of the Future Company.

06 The combination is unanimously recommended by the Boards of Directors of Cargotec and Konecranes to their respective shareholders.

Shareholders holding in aggregate approximately 45.4 percent of the shares and approximately 76.6 percent of the votes in Cargotec, and shareholders holding in aggregate approximately 28.3 percent of the shares and votes in Konecranes, have undertaken, subject to certain customary conditions, to vote in favour of the combination.

08 The name of the Future Company will be determined and announced at a later stage.

05 It is proposed that a Shareholders’ General Meeting of Cargotec, to be held before completion, will appoint a Shareholders’ Nomination Board for the Future Company, and approve its Charter.

8


Timeline for the merger

9

Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022

December 18, 2020

Konecranes and Cargotec Extraordinary General Meetings

March 30, 2021

Konecranes Annual General Meeting 2021

January 1, 2022

Effective Date of the merger, subject to regulatory approvals

Prior to completion

Konecranes extra distribution of funds EUR ~158 million(EUR 2.00 per share)

Financial year 2020 dividend

Board of Directors of Konecranes to propose to the AGM 2021 to effect a distribution of funds of up to EUR 70 million(1)

Konecranes financial information in 2021

Financial statement release 2020 February 4, 2021

Q1 2021 interim report April 28, 2021

2021 Half-year financial report July 28, 2021

Q3 2021 interim report October 28, 2021

Note (1): With respect to ordinary distributions in 2021, the Boards of Directors of Konecranes and Cargotec will propose to their respective annual general meetings to be held in 2021 to effect a distribution of funds of up to EUR 70 million so that each company shall distribute an approximately equal amount before the combination is completed


Agenda

1. Merger in brief

Christoph VitzthumChairman

2. Strategic and business rationale

Rob SmithPresident & CEO

Teo OttolaCFO

10

Presentation to Konecranes’ shareholders11 December 2020


The Future Company at a Glance

12

Our customer industries

Comparable operating profit1

of EUR 565mn

800+ service locations around the world

28,7002

people across >50 countries

Transportation

MiningPaper & pulp

Chemicals

Container handling

Power

Construction & engineering

Manufacturing

Metals productions

Marine

Sales1 of EUR 7.0bn

Notes: 1) 2019 figures. Comparable operating profit = Operating profit + items affecting comparability +

purchase price allocation impacts. Share of associates' and joint ventures' result presented by Konecranes

below operating profit has been reclassified above operating profit to align with Cargotec's presentation.

2) As per 30 September 2020

Segments MacGregor Hiab Kalmar Port Solutions Industrial Equipment Industrial Service

Key offering Deck equipment including general purpose cranes for ships as well as hatch covers and other on-deck equipment

Bulk handling systems and Related services

Spares, lifecycle care and advanced services

Truck-mounted forklifts

Hooklifts & skiploaders

Loader, forestry and recycling cranes

Tail lifts

Spares, lifecycle care and advanced services (Hiab ProCare)

Mobile equipment incl. lift trucks, straddle carriers and tractors

Cranes for containers in ports and terminals

Spares, lifecycle care and modernizations

Navis software for terminal operations and marine cargo optimization

Cranes for containers in marine/inland terminals: Mobile Harbour Cranes (MHC) for bulk/container

Mobile equipment incl. lift trucks, straddle carriers and AGVs

Spares, lifecycle care and modernizations

TBA port operation consultancy and for terminal operation

Overhead cranes and hazardous environment cranes and hoists

Lifting systems

Spares, lifecycle care and modernizations of industrial equipment (both Konecranes’ and 3rd parties’)

Advanced digital services, telemetry and remote monitoring (TRUCONNECT)

#1in deck machinery

#1-2in on-road load handling

#2in container port equipment

#3in container port equipment

#1in industrial cranes and hoists

#1in industrial crane services (own and 3rd party)

The Future Company. Well positioned in full material flow

13

Illustrative combined key figures

14

Notes: 1) 2019 figures. Comparable operating profit = Operating profit + items affecting comparability +

purchase price allocation impacts. Share of associates' and joint ventures' result presented by Konecranes

below operating profit has been reclassified above operating profit to align with Cargotec's presentation.

2) As per 30 September 2020

FutureCompany

MacGregor

Hiab

Kalmar

Cargotec

Industrial Service

Port Solutions

Industrial Equipment

Konecranes

EUR 3,327mn

Sales1

16,200

People1Sales1Comparable

Operating profit1 People1

EUR 3,683mn EUR 286mn 12,600

EUR

7,010mn

Sales1

28,700

People2

EUR 280mn

Comparable

Operating profit1EUR

565mn

Comparable

Operating profit1

EUR, 2019Cargotec regional salesKonecranes regional sales

The Future Company. Serving customers globally

15

1.1bn1.2bn 1.7bn1.8bn 0.5bn0.7bn

2.3bn 3.5bn 1.2bn

Americas EMEA APAC

Addressing the world’s sustainability challenges

16

Enhancing lifetime value of

equipment and solutions through

services, new delivery models (e.g.,

as-a-service models) and circularity

is critical for our industries

Maximizing lifetime value

~30% of global CO2 emissions are

linked to material flow

Our customers are increasingly

seeking green solutions to decarbonize

their operations – and are making

significant sustainability

commitments

DecarbonizationSafety is the #1 priority for our

customers

We aim for zero harm work

environments and look for solutions

from technology providers with smart

safety features and automation

Safety

Increasing intelligence in operations

is a challenge facing all our

customers from ports to warehouses

and manufacturing sites

Productivity and efficiency

Unlocking value together



Positioning us well to grow in material flow



17

Unlocking value Together

18

Two leading, complementary companies with a clear industrial logic to merge

Lifecycle services

People

Operational excellence

R&D

1. UNLOCKING VALUE TOGETHER

Synergies ofEUR >100mn

Unlocking value for our shareholders

19

Reaching >10% comparable operating margin*

Expected to be achieved in full within 3 years from completion

*Initial comparable operating margin target

**Can be temporarily higher

Above-marketsales growth

Gearing

Intelligent service technology

Lifecycle partner to our customers

Inspections & preventive

maintenance

Predictive maintenance

& remote monitoring

Corrective maintenance and retrofits

Consultation services

Modernization services

New equipment and spare

partsLifecycle

services


20

Remote monitoring offering

Machine learning / AI

Enabled by digital tools

Sales, planning and technical support platforms

800+locations

Broad service network

~40%

Share of service sales, 2019

8,500+service personnel


21

Automation and robotics Towards fully automated equipment

Container terminal solutions

Process crane solutions

Inventory management and warehousing solutions

Smart safety features

Remote operating solutions

Autonomous operations to minimize human error

Electrification

Towards fully electric

equipment

Fully electric offering in ports, terminals, and mobile equipment

Fully electric cranes offering in the industrial cranes business

Fully electric road and sea solutions

Digitalization Towards connected, remote controlled and dynamically optimized operations

Remote monitoring, controlling and optimization of operations

Customer portal

Strong software offering

Core equipment offering

Lifecycle services

Growth around the core

Growth targetPositioning us well to grow in material flow

22

Own and 3rd party,

new services

Sustainability

and innovation

M&A and organic

4. POSITIONING US WELL TO GROW IN MATERIAL FLOW

Above market growth

2x market growth

Above market growth


23

World-class leadership and talent

Attractive employer with leading brands in our industries

Purpose-driven company committed to ethical conduct and fair treatment

Focus on employee engagement, diversity and inclusion, based onstrong Nordic heritage

Uncompromising focus on safety

Increased investment in sustainability and innovation

Enhanced career opportunities and high people development focus

Illustrative unaudited combined figures

24

1-9/2020 1-12/2019

EUR million(historical)

Cargotec(reclassified)

Konecranes

Future

Company Cargotec(reclassified)

Konecranes

Future

Company

Sales 2,391 2,242 4,633 3,6832 3,327 7,010

Comparable operating profit1 157 159 316 286 280 565

Operating profit 53 112 114 1802 153 172

Notes: 1) In connection with the Merger, the Future Company will define measure Comparable operating profit to exclude in addition to the items significantly

affecting comparability also the impacts from the purchase price allocation. Historically, Cargotec has excluded only items significantly affecting comparability from

its Comparable operating profit. 2) Audited

30 September 2020

EUR million(historical)

Cargotec(reclassified)

Konecranes

Future

Company

Total assets 3,912 4,104 9,070

Total equity 1,294 1,208 3,197

Interest-bearing net debt 851 743 1,824


Merger from a Konecranes shareholder’s perspective

Illustrative example based on a holding of 100 Konecranes shares(1)

Num

ber

of

share

s

100

Shares inKonecranes

36

Cargotecclass A shares

208

Cargotecclass B shares

0.34

Cargotec classB shares in cash

0.11

Cargotec classA shares in cash

1 Konecranes =

0.3611Cargotec class A

1 Konecranes =

2.0834Cargotec class B

Fractional entitlements to new shares will be aggregated and sold

in public trading on Nasdaq Helsinki and the proceeds will be distributed pro rata to Konecranes shareholders entitled to receive

such fractional entitlements

Note (1): Cargotec’s shares will be split 3 for 1 prior to completion. Based on 100 Konecranes shares, the merger consideration received as Cargotec shares and shares received in cash would be equivalent to approximately 81.48 Cargotec shares today in total including class A and class B shares

25

Cargotec sharesPaid at completion which is expected to take place

in January 2022

Konecranes sharesBefore

completion

Cargotec shares in cashPaid at completion which is expected to take place

in January 2022

Num

ber

of

share

s

Num

ber

of

share

s

EUR 2.00 per shareextra distribution of funds

Cargotec’s shares will be split 3 for 1 prior to completion

Konecranes shareholders will receive new shares as merger consideration

important notice · 2020. 12. 11. · konecranes shareholders will receive new shares as merger...

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